83 FR 32768 - Premerger Notification; Reporting and Waiting Period Requirements

FEDERAL TRADE COMMISSION

Federal Register Volume 83, Issue 136 (July 16, 2018)

Page Range32768-32784
FR Document2018-14378

The Commission is amending the Hart-Scott-Rodino (``HSR'') Premerger Notification Rules (the ``Rules'') that require the parties to certain mergers and acquisitions to file reports with the Federal Trade Commission (``the Commission'' or ``FTC'') and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice (``the Assistant Attorney General'' or ``DOJ'') (together the ``Antitrust Agencies'' or ``Agencies'') and to wait a specified period of time before consummating such transactions. The Commission is amending the Rules to make them clearer and easier to apply. The Commission is also amending the Rules to allow for the use of email in certain circumstances. Finally, the Commission is adding updated Instructions to the Premerger Notification and Report Form which include amendments for clarity and to make several non-substantive changes.

Federal Register, Volume 83 Issue 136 (Monday, July 16, 2018)
[Federal Register Volume 83, Number 136 (Monday, July 16, 2018)]
[Rules and Regulations]
[Pages 32768-32784]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-14378]


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FEDERAL TRADE COMMISSION

16 CFR Parts 801, 802, and 803


Premerger Notification; Reporting and Waiting Period Requirements

AGENCY: Federal Trade Commission.

ACTION: Final rule.

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SUMMARY: The Commission is amending the Hart-Scott-Rodino (``HSR'') 
Premerger Notification Rules (the ``Rules'') that require the parties 
to certain mergers and acquisitions to file reports with the Federal 
Trade Commission (``the Commission'' or ``FTC'') and the Assistant 
Attorney General in charge of the Antitrust Division of the Department 
of Justice (``the Assistant Attorney General'' or ``DOJ'') (together 
the ``Antitrust Agencies'' or ``Agencies'') and to wait a specified 
period of time before consummating such transactions. The Commission is 
amending the Rules to make them clearer and easier to apply. The 
Commission is also amending the Rules to allow for the use of email in 
certain circumstances. Finally, the Commission is adding updated 
Instructions to the Premerger Notification and Report Form which 
include amendments for clarity and to make several non-substantive 
changes.

DATES: Effective August 15, 2018.

FOR FURTHER INFORMATION CONTACT: Nora Whitehead, Attorney, Premerger 
Notification Office, Bureau of Competition, Room 5301, Federal Trade 
Commission, 400 7th Street SW, Washington, DC 20024. Telephone: (202) 
326-3100, Email: [email protected].

SUPPLEMENTARY INFORMATION:

Introduction

    Section 7A of the Clayton Act (the ``Act'') requires the parties to 
certain mergers or acquisitions to file reports with the Commission and 
DOJ and wait a specified period before consummating the proposed 
transaction to allow the Agencies to conduct their initial review of 
the transaction's competitive impact. The reporting requirement and the 
waiting period that it triggers are intended to enable the Antitrust 
Agencies to determine whether a proposed merger or acquisition may 
violate the antitrust laws if consummated and, when appropriate, to 
seek a preliminary injunction in federal court to prevent consummation.
    Section 7A(d)(1) of the Act, 15 U.S.C. 18a(d)(1), directs the 
Commission, with the concurrence of the Assistant Attorney General, in 
accordance with the Administrative Procedure Act, 5 U.S.C. 553, to 
require that premerger notification be in such form and contain such 
information and documentary material as may be necessary and 
appropriate to determine whether the proposed transaction may, if 
consummated, violate the antitrust laws. Section 7A(d)(2) of the Act, 
15 U.S.C.
    18a(d)(2), grants the Commission, with the concurrence of the 
Assistant Attorney General, in accordance with 5 U.S.C. 553, the 
authority to define the terms used in the Act and prescribe such other 
rules as may be necessary and appropriate to carry out the purposes of 
section 7A of the Act.
    Pursuant to that authority, the Commission, with the concurrence of 
the Assistant Attorney General, developed the Rules, codified in 16 CFR 
parts 801, 802, and 803, and the Premerger Notification and Report Form 
(``Form'') and its associated Instructions, codified in the appendix to 
part 803, to govern the form of premerger notification to be provided 
by merging parties.
    Potential filing parties rely on the Rules to determine whether 
they must file under the Act and often consult the Premerger 
Notification Office to better understand how to apply the Rules. These 
changes to the Rules and Instructions address many of the questions 
received.

Amendments to the Rules

    The Commission is amending the Rules, as described below, in order 
to clarify them and make them easier for potential filing parties to 
apply. The Commission is also amending the Rules to allow for the use 
of email in sending notice letters pursuant to 16 CFR 801.30, granting 
early termination, withdrawing a filing pursuant to 16 CFR 803.12, and 
issuing requests for additional information or documentary material 
(``Second Requests'').

A. Control of a Trust

    The Commission is amending Sec.  801.1(b)(2) to clarify the term 
``control'' as it pertains to trusts. This change explains that a 
person or entity is deemed to control a trust if that person or entity 
has the contractual power to designate 50 percent or more of the 
trust's trustees, where the trust is also irrevocable and/or the 
settlor does not retain a reversionary interest. This revision does not 
alter the substance of the test, but merely aims to eliminate confusion 
that arises from the text as currently written.

[[Page 32769]]

B. Exemption for Goods Acquired in the Ordinary Course of Business

    The Commission is amending Sec.  802.1 to remove ``realty'' from 
the heading and introductory paragraph of the rule. Although section 
7A(c)(1) of the Act exempts from the reporting requirement both goods 
and realty transferred in the ordinary course of business, Sec.  802.1 
addresses only the exemption of goods, and the reference to realty in 
the heading and introductory paragraph is misleading and confusing. 
Prior to 1996, Sec.  802.1 paralleled the language of the statute, 
which allowed for a broad ordinary course exemption but contained no 
guidance on specifics. In 1996, the FTC revised and clarified the 
``ordinary course of business'' exemption with four new rules--Sec.  
802.1 throughSec.  802.3 and Sec.  802.5. With this change, Sec.  802.1 
was amended to address only the acquisition of goods in the ordinary 
course of business. The removal of the term ``realty'' from Sec.  
802.1does not affect the treatment of acquisitions of realty, which are 
addressed in the other regulations noted above.
    In addition, the Commission is amending example 4 to Sec.  802.1 to 
clarify that the acquisition described could be exempt pursuant to 
Sec.  802.2.

C. Intraperson Transactions

    The Commission is amending Sec.  802.30(c) to add ``non-corporate 
interests'' after assets and voting securities. This change clarifies 
that, in the context of a formation pursuant to Sec.  801.40 or Sec.  
801.50, the contribution of non-corporate interests by the acquiring 
person to the newly formed entity, like the contribution of assets and 
voting securities, is exempt from the requirements of the Act as to 
that contributing acquiring person. This change corrects an oversight 
in the non-corporate rulemaking.\1\
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    \1\ 70 FR 11502 (Mar. 8, 2005).
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D. Entity Formation

    The Commission is amending Sec.  802.41, Example 1, to replace the 
word ``cash'' with ``assets.'' In its current form, the example is 
confusing and misleading because the acquisition of an entity that 
holds only cash is not subject to notification requirements.

E. Affidavits

    The Commission is amending Sec.  803.5(a)(1) to clarify that the 
provision applies to acquisitions of non-corporate interests as well as 
acquisitions of voting securities. With this amendment, the Commission 
brings Sec.  803.5(a)(1) into accord with the language in the rest of 
Sec.  803.5 regarding the applicability of the rule to acquisitions of 
non-corporate interests.

F. Withdraw and Refile Notification

    The Commission is amending Sec.  803.12(c) to clarify that the 
process for withdrawing an HSR filing and resubmitting it without 
incurring a new filing fee is available only during the initial waiting 
period. Although a filing may be withdrawn at any time while the 
waiting period is open, pursuant to Sec.  803.12(a), a party may refile 
without paying a new fee only prior to the expiration or early 
termination of the initial waiting period and prior to the issuance of 
a Second Request. This revision eliminates confusion about the 
availability of the withdraw and refile process.

G. Use of Email

    The Commission makes the following amendments to allow for the use 
of email.
     Section 803.5(a)(1) is amended to allow notice letters 
required by Sec.  801.30 to be sent via email. The PNO has permitted 
notice letters to be sent via email for many years, and the Commission 
now formally authorizes the use of email to send notice letters 
pursuant to Sec.  801.30. The Commission is also amending Sec.  
803.5(a)(1) to clarify that notice letters sent via email must be sent 
to the email address of an officer within the acquired issuer, such as 
the Chief Executive Officer, General Counsel or Secretary, or in the 
case of an unincorporated entity, persons exercising similar functions. 
Allowing notice letters to be sent via email to an appropriate person 
at the acquired entity will make the process of providing and receiving 
the notice letter required by Sec.  801.30 more efficient for filing 
parties.
     Section 803.11(c) is amended to provide that grants of 
early termination will become effective upon notice to the filing 
persons transmitted by either telephone or email. Notice by email will 
also serve as written confirmation. Allowing for notice of grants of 
early termination by email eliminates the time-intensive and 
inefficient process of calling each party individually and then 
following-up with a hard copy letter, instead combining notice and 
confirmation into one step.
     Section 803.12(a) and (b) are amended to provide that a 
party's notification to the Agencies of its withdrawal of its premerger 
notification may be delivered in writing by email or mail to the 
Agencies.
     Section 803.20(b) is amended to provide that a Second 
Request may be delivered in writing by email. Current Agency practice 
is to send notice via mail as well as to email the parties a Second 
Request within the original waiting period. In addition, the section is 
amended to eliminate the requirement that the full text of a Second 
Request will be read upon request. This amendment makes clear that 
email confirmation of the Second Request within the original waiting 
period is sufficient for the Second Request to be effective, and that 
email is a valid means of communication during the waiting period.
    These amendments will make the Rules easier to apply for both 
filing parties and the Agencies. Further, amending the Rules to allow 
for the use of email in sending notice letters pursuant to Sec.  
801.30, granting early termination, withdrawing a filing, and issuing 
Second Requests will make these processes more efficient.

Revisions to the Instructions to the Form

    The Commission is adding updated Instructions to the Form with 
amendments as follows.
    [ssquf] Page I of the Instructions now provides an email address 
for the Premerger Notification Office, an updated address for DOJ's 
Premerger and Division Statistics Unit, and a reminder that affidavits 
and certifications submitted with DVD filings should be in searchable 
PDF format.
    [ssquf] Page I of the Instructions is also edited to clarify how 
the terms ``documentary attachments,'' ``person filing,'' ``filing 
person,'' and ``ultimate parent entity'' are used in the Instructions.
    [ssquf] Page II of the Instructions is edited to clarify that 
filing parties should continue to use 6- and 10-digit 2012 NAICS codes 
when responding to certain items in the Form, until further 
announcement by the Premerger Notification Office.
    [ssquf] Page II of the Instructions is further edited to clarify 
that the limitation on the acquired person's response applies to Items 
5-7 of the Form.
    [ssquf] Page III of the Instructions is edited to indicate that 
there are now specific, limited criteria for fee payment via certified 
check.
    [ssquf] Page IV of the Instructions is edited to remove references 
to fax numbers.
    [ssquf] Page V of the Instructions is edited to clarify that it is 
not necessary to list all subsidiaries wholly owned by the acquired 
entity in Item 3(a), and to require filing parties to provide an index 
of any coded names used to refer to the parties in any transaction 
document(s).

[[Page 32770]]

    [ssquf] Page V of the Instructions is also edited to include a list 
of the most common mistakes when completing the HSR Form.
    [ssquf] Page VI of the Instructions is edited to include additional 
instructions regarding the numbering and cross-referencing of Item 4(c) 
and 4(d) documents.
    [ssquf] Page VI of the Instructions is further clarified to note 
that any privilege log(s) should contain the names of inside and 
outside counsel providing privileged legal advice.
    [ssquf] Page IX of the Instructions is edited to note that if the 
acquiring person reports an associate overlap only, the acquired person 
need not respond to Item 7.
    [ssquf] Page XI of the Instructions is edited to cross-reference 
the regulation setting civil penalties for consummation of a reportable 
transaction without providing complete and proper notification.
    [ssquf] The footer on each page of the Instructions has been 
updated to reflect the date of the latest revision.
    These amendments to the Instructions, which provide additional 
clarity, will benefit filing parties in the preparation of the Form.

Administrative Procedure Act

    The Commission finds good cause to adopt these changes without 
prior public comment. Under the Administrative Procedure Act (``APA''), 
notice and comment are not required ``when the agency for good cause 
finds (and incorporates the finding and a brief statement of reasons 
therefore in the rules issued) that notice and public procedure thereon 
are impracticable, unnecessary, or contrary to the public interest.'' 5 
U.S.C. 553(b)(3)(B).
    The Commission is amending the Rules to make them clearer and 
easier to apply. The Commission is also amending the Rules to allow for 
the use of email in certain circumstances. Finally, the Commission is 
amending the Instructions to the Form for clarity and to make several 
non-substantive changes. These amendments fall within the category of 
rules covering agency procedure and practice that are exempt from the 
notice-and-comment requirements of the APA. See 5 U.S.C. 553(b)(A). 
Because the amendments are not substantive in nature, they are also not 
subject to the delayed effective date provisions of the APA. See 5 
U.S.C. 553(d) (substantive rules may take effect no sooner than 30 days 
after publication). For these reasons, the Commission finds that there 
is good cause for adopting this final rule as effective on August 15, 
2018 without prior public comment.

Regulatory Flexibility Act

    The Regulatory Flexibility Act, 5 U.S.C. 601-612, requires that the 
agency conduct an initial and final regulatory analysis of the 
anticipated economic impact of the proposed amendments on small 
businesses, except where the agency head certifies that the regulatory 
action will not have a significant economic impact on a substantial 
number of small entities. 5 U.S.C. 605. The Regulatory Flexibility Act 
requirements apply, however, only to rules or amendments that are 
subject to the notice-and-comment requirements of the APA. See 5 U.S.C. 
603, 604. Because these amendments are exempt from those APA 
requirements, as noted earlier, they are also exempt from the 
Regulatory Flexibility Act requirements. In any event, because of the 
size of the transactions necessary to invoke an HSR Filing, the 
premerger notification rules rarely, if ever, affect small businesses. 
Indeed, amendments to the Act in 2001 were intended to reduce the 
burden of the premerger notification program by exempting all 
transactions valued at less than $50 million (as adjusted annually). 
Further, none of the proposed rule amendments expands the coverage of 
the premerger notification rules in a way that would affect small 
business. Accordingly, to the extent, if any, that the Regulatory 
Flexibility Act applies, the Commission certifies that these proposed 
rules will not have a significant economic impact on a substantial 
number of small entities. This document serves as notice of this 
certification to the Small Business Administration.

Paperwork Reduction Act

    These changes do not contain any record maintenance, reporting or 
disclosure requirements that would constitute agency ``collections of 
information'' that would have to be submitted for clearance and 
approval by the Office of Management and Budget under the Paperwork 
Reduction Act of 1995, 44 U.S.C. 3501-3521.

List of Subjects in 16 CFR Parts 801, 802, and 803

    Antitrust.

    By direction of the Commission.
Donald S. Clark,
Secretary.

    For the reasons stated above, the Federal Trade Commission amends 
16 CFR parts 801, 802, and 803 as set forth below:

PART 801--COVERAGE RULES

0
1. The authority citation for part 801 continues to read as follows:

    Authority:  15 U.S.C. 18a(d).


0
2. Amend Sec.  801.1 by revising the introductory text of paragraph 
(b)(2) to read as follows:


Sec.  801.1   Definitions.

* * * * *
    (b) * * *
    (2) Having the contractual power presently to designate 50 percent 
or more of the directors of a for-profit or not-for-profit corporation, 
or 50 percent or more of the trustees in the case of trusts that are 
irrevocable and/or in which the settlor does not retain a reversionary 
interest.
* * * * *

PART 802--EXEMPTION RULES

0
3. The authority citation for part 802 continues to read as follows:

    Authority:  15 U.S.C. 18a(d).


0
4. Amend Sec.  802.1 by revising the section heading, introductory 
text, and Example 4 of paragraph (d)(4) to read as follows:


Sec.  802.1   Acquisitions of goods in the ordinary course of business.

    Pursuant to section 7A(c)(1) of the Clayton Act (the ``Act''), 
acquisitions of goods transferred in the ordinary course of business 
are exempt from the notification requirements of the Act. This section 
identifies certain acquisitions of goods that are exempt as transfers 
in the ordinary course of business. This section also identifies 
certain acquisitions of goods that are not in the ordinary course of 
business and, therefore, do not qualify for the exemption.
* * * * *
    (d) * * *
    (4) * * *

    Examples:  * * *
    4. ``A,'' a national producer of canned fruit, preserves, jams 
and jellies, agrees to purchase from ``B'' for in excess of $50 
million (as adjusted) a total of 20,000 acres of orchards and 
vineyards in several locations throughout the U.S. ``A'' plans to 
harvest the fruit from the acreage for use in its canning 
operations. The acquisition is not exempt under this section because 
orchards and vineyards are real property, not ``goods.'' If, on the 
other hand, ``A'' had contracted to acquire from ``B'' the fruit and 
grapes harvested from the orchards and vineyards, the acquisition 
would qualify for the exemption as an acquisition of current 
supplies under paragraph (c)(3) of this section. Although the 
transfer of orchards and vineyards is not exempt under this

[[Page 32771]]

section, the acquisition could be exempt under Sec.  802.2(g) as an 
acquisition of agricultural property.
* * * * *

0
5. Amend Sec.  802.30 by revising the introductory text of paragraph 
(c) to read as follows:


Sec.  802.30   Intraperson transactions.

* * * * *
    (c) For purposes of applying Sec.  802.4(a) to an acquisition that 
may be reportable under Sec.  801.40 or Sec.  801.50, assets, voting 
securities, or non-corporate interests contributed by the acquiring 
person to a new entity upon its formation are assets, voting 
securities, or non- corporate interests whose acquisition by that 
acquiring person is exempt from the requirements of the Act.
* * * * *

0
6. Amend Sec.  802.41 by revising Example 1 to read as follows:


Sec.  802.41   Corporations or unincorporated entities at time of 
formation.

* * * * *
    Examples: 1. Corporations A and B, each having sales of in 
excess of $100 million (as adjusted), each propose to contribute in 
excess of $50 million (as adjusted) in assets in exchange for 50 
percent of the voting securities of a new corporation, N. Under this 
section, the new corporation need not file notification, although 
both A and B must do so and observe the waiting period prior to 
receiving any voting securities of N.
* * * * *

PART 803--TRANSMITTAL RULES

0
7. The authority citation for part 803 continues to read as follows:

    Authority:  15 U.S.C. 18a(d).


0
8. Amend Sec.  803.5 by:
0
a. Revising the introductory text of paragraph (a)(1);
0
b. Adding an example in paragraph (a)(1)(vi); and
0
c. In paragraph (a)(2), removing ``Example:'' and adding in its place 
``Examples to paragraph (a)(2):''.
    The revisions and addition read as follows:


Sec.  803.5   Affidavits Required.

    (a)(1) Section 801.30 acquisitions. For acquisitions to which Sec.  
801.30 applies, the notification required by the Act from each 
acquiring person shall contain an affidavit, attached to the front of 
the notification, or with the DVD submission, attesting that the issuer 
or unincorporated entity whose voting securities or non-corporate 
interests are to be acquired has received written notice delivered to 
an officer (or a person exercising similar functions in the case of an 
entity without officers) by email, certified or registered mail, wire, 
or hand delivery, at its principal executive offices, of:
* * * * *
    (vi) * * *

    Example to paragraph (a)(1)(vi): 1. Company A intends to acquire 
voting securities of Company B. ``A'' sends, via email, a notice 
letter to a general email account, [email protected]. ``A'' 
has not provided sufficient notice. Alternatively, ``A'' sends, via 
email, a notice letter to ``B's'' President, Jane Doe, at 
[email protected]. ``A'' has provided email notice to a specific 
officer of ``B.''
* * * * *

0
9. Amend Sec.  803.11 by revising paragraph (c) to read as follows:


Sec.  803.11   Termination of waiting period.

* * * * *
    (c) The Federal Trade Commission and the Assistant Attorney General 
may, in their discretion, terminate a waiting period upon the written 
request of any person filing notification or, notwithstanding paragraph 
(a) of this section, sua sponte. A request for termination of the 
waiting period shall be sent to the offices designated in Sec.  
803.10(c). Termination shall be effective upon notice to any requesting 
person by either email or telephone, and such notice shall be given as 
soon as possible. Such notice shall be made to each person which has 
filed notification, and notice of termination shall be published in the 
Federal Register in accordance with section 7A(b)(2) of the Clayton Act 
(the ``act''). The Federal Trade Commission and the Assistant Attorney 
General also may use other means to make the termination public, prior 
to publication in the Federal Register in a manner that will make the 
information equally accessible to all members of the public.

0
10. Amend Sec.  803.12 by revising paragraphs (a), (b), and (c)(1) to 
read as follows:


Sec.  803.12   Withdraw and refile notification.

    (a) Voluntary. An acquiring person, and in the case of an 
acquisition to which Sec.  801.30 does not apply, an acquired person, 
may withdraw its notification by notifying the Federal Trade Commission 
and the Antitrust Division in writing by email or mail of such 
withdrawal.
    (b) Upon public announcement of termination. An acquiring person's 
notification or, in the case of an acquisition to which Sec.  801.30 of 
this chapter does not apply, an acquiring or an acquired person's 
notification, will be deemed to have been withdrawn if any filing that 
publicly announces the expiration, termination or withdrawal of a 
tender offer or the termination of an agreement or letter of intent is 
made by the acquiring person or the acquired person with the U.S. 
Securities and Exchange Commission (``SEC'') under the Securities 
Exchange Act of 1934 (15 U.S.C. 78a et seq.) and rules promulgated 
under that act. The acquiring person or acquired person must notify the 
Federal Trade Commission and the Antitrust Division in writing by email 
or mail that such filing has been made with the SEC and the withdrawal 
shall be deemed effective on the date of the SEC filing. Withdrawal of 
the HSR notification(s) shall occur even if statements are made in the 
SEC filing indicating a desire to recommence the tender offer or enter 
into a new or amended agreement or letter of intent. This paragraph is 
inapplicable if the initial 15-day or 30-day waiting period has expired 
without issuance of a request for additional information or documentary 
material and without an agreement in place with the Agencies to delay 
closing of the transaction (``a timing agreement''); or early 
termination of that waiting period has been granted, without a timing 
agreement in place; or if a request for additional information or 
documentary material has been issued and the Agencies have either 
granted early termination or allowed the extended waiting period to 
expire following certification of compliance without a timing agreement 
in place.
    (c) Resubmission without a new filing fee. (1) An acquiring person 
whose notification has been voluntarily withdrawn pursuant to paragraph 
(a) of this section, or an acquiring person whose notification is 
deemed to have been automatically withdrawn under paragraph (b) of this 
section, may resubmit its notification, thereby initiating a new 
waiting period for the same transaction without an additional filing 
fee pursuant to Sec.  803.9(f). This procedure may be used only one 
time, and only under the following circumstances:
    (i) The notification is withdrawn prior to the expiration or early 
termination of the waiting period and prior to the issuance of a 
request for additional information pursuant to Sec.  803.20 and section 
7A(e) of the act;
    (ii) The proposed acquisition does not change in any material way;
    (iii) The resubmitted notification is recertified, and the 
submission, as it relates to Items 4(a), 4(b), 4(c), and 4(d) of the 
Notification and Report Form, is updated to the date of the 
resubmission;

[[Page 32772]]

    (iv) A new executed affidavit is provided with the resubmitted HSR 
filing; and
    (v) The resubmitted notification is refiled prior to the close of 
the second business day after withdrawal.
* * * * *

0
11. Amend Sec.  803.20 by revising paragraphs (b)(2)(ii) and (b)(3) and 
the example in paragraph (b)(3) to read as follows:


Sec.  803.20   Requests for additional information or documentary 
material.

* * * * *
    (b) * * *
    (2) * * *
    (ii) In the case of a written request, upon notice of the issuance 
of such request to the person to which it is directed within the 
original 30-day (or, in the case of a cash tender offer or of an 
acquisition covered by 11 U.S.C. 363(b), 15-day) waiting period (or, if 
Sec.  802.23 applies, such other period as that section provides), 
provided that written confirmation of the request is emailed or mailed 
to the person to which the request is directed within the original 30-
day (or, in the case of a cash tender offer or of an acquisition 
covered by 11 U.S.C. 363(b), 15-day) waiting period (or, if Sec.  
802.23 applies, such other period as that section provides). Notice to 
the person to which the request is directed may be given by email, 
telephone or in person. The person filing notification shall keep a 
designated individual reasonably available during normal business hours 
throughout the waiting period at the email or telephone number supplied 
in the Notification and Report Form. Notice of a request for additional 
information or documentary material need be given by email or telephone 
only to that individual or to the individual designated in accordance 
with paragraph (b)(2)(iii) of this section. The written confirmation of 
the request shall be emailed or mailed to the ultimate parent entity of 
the person filing notification, or if another entity within the person 
filed notification pursuant to Sec.  803.2(a), then to such entity.
* * * * *
    (3) Requests to natural persons. A request addressed to an 
individual, requiring that he or she submit additional information or 
documentary material, shall be transmitted to the person filing 
notification of which the individual is an ultimate parent entity, 
officer, director, partner, agent or employee, and shall be effective 
as to that individual when effective as to the person filing 
notification pursuant to paragraph (b)(2) of this section. A written 
copy of the request shall also be delivered to the individual by email, 
by hand, or by registered or certified mail at his or her home or 
business address.
    Example: A designee of the Federal Trade Commission sends, by 
email, a written request for additional information to the CEO of 
corporation W, the ultimate parent entity within a person that filed 
notification. The request is effective under paragraph (b)(2)(i) of 
this section. If the email also addressed a request for documentary 
material to the Secretary of corporation W, a named individual, under 
this paragraph (b)(3), the request would likewise be effective as to 
the individual upon receipt of the email by corporation W. In the 
latter case, the Federal Trade Commission also would send a copy of the 
request to the Secretary of the corporation at his or her home or 
business address, or email.
* * * * *

Appendix to Part 803 [Redesignated as Appendix A to Part 803]

0
12. Redesignate the appendix to part 803 as appendix A to part 803.

0
13. Add appendix B to part 803 to read as follows:

Appendix B to Part 803--Instructions to the Notification and Report 
Form for Certain Mergers and Acquisitions

BILLING CODE 6750-01-P

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[FR Doc. 2018-14378 Filed 7-13-18; 8:45 am]
BILLING CODE 6750-01-C


83_FR_32904
Current View
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionRules and Regulations
ActionFinal rule.
DatesEffective August 15, 2018.
ContactNora Whitehead, Attorney, Premerger Notification Office, Bureau of Competition, Room 5301, Federal Trade Commission, 400 7th Street SW, Washington, DC 20024. Telephone: (202) 326-3100, Email: [email protected]
FR Citation83 FR 32768 
CFR Citation16 CFR 801
16 CFR 802
16 CFR 803

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